Biophan cuts conversion price on convertibles from 2006 PIPE

By Laura Lutz

Des Moines, Oct. 5 - Biophan Technologies, Inc. lowered the conversion price on senior secured convertible notes issued in an October 2006 private placement, according to an 8-K filing with the Securities and Exchange Commission.

The conversion price is now $0.15, dropped from $0.51.

The amendment also says that even if Biophan chooses to make its monthly amortization payments in cash, the noteholders may convert any portion of their notes into common stock and apply the number of shares they would have received if the payment had been made in stock.

The exercise prices of the associated warrants were all reduced to $0.23 from $0.51 and $0.67 per share.

Originally, the deal included warrants for 10,820,896 shares with a strike price of $0.67; warrants for 5,410,448 shares with a strike price of $0.81; and warrants for 5,410,448 shares with a strike price of $0.89. The last two series of warrants had their strike prices reduced to $0.51 in connection with a February forbearance agreement.

The three-year notes were issued to 10 investors in principal amount of $7.25 million on Oct. 11. They bear interest at the six-month Libor plus 500 basis points, subject to a floor of 10% and a cap of 12%.

Under the original terms of the notes, Biophan may make principal payments and pay interest in cash or in stock priced at the lower of $0.67 and 87.5% of the 15-day trailing VWAP per share.

Based in West Henrietta, N.Y., Biophan develops pacemakers and surgical devices. The company's stock closed unchanged at $0.16 on Thursday (OTCBB: BIPH).

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